Certares’ $325 Million Investment in Liberty TripAdvisor

Goldman Sachs & Co. LLC and Société Générale S.A. served as financial advisors to Liberty TripAdvisor and Baker Botts L.L.P. served as its legal counsel. Simpson Thacher & Bartlett LLP served as Certares’ legal counsel.

Liberty TripAdvisor Holdings, Inc. (Nasdaq: LTRPA, LTRPB) has entered into an Agreement with funds managed by Certares Management LLC whereby Certares will purchase $325 million of 8% Series A Cumulative Redeemable Preferred Stock.

The net proceeds from this investment, combined with $34 million of secured borrowings against a variable price forward and cash on hand, will repay 100% of the outstanding balance under Liberty TripAdvisor’s existing margin loan.

Upon completion of this investment, Greg O’Hara, Founder and Senior Managing Director of Certares, is expected to join the Liberty TripAdvisor Board.

Liberty TripAdvisor expects to complete this investment within 10 business days.

Liberty TripAdvisor consists of its subsidiary TripAdvisor. TripAdvisor is the world’s largest online travel community, aggregating reviews and opinions from its community of travelers about destinations, accommodations, restaurants and activities throughout the world.

Established in 2012, Certares focuses on direct investments in proprietary transactions, leveraging deep sector experience in the travel and hospitality industries, and with a consistent emphasis on partnership with management teams to drive growth.

The Baker Botts team included Samantha Crispin (Picture); Frederick McGrath; Bryan Henderson; Brittany Uthoff; Emilie Heck; Madeline Tusa; Derek Gabriel; Robert Wann; Tamar Stanley; Josh Mandell and Matt Donnelly.

The Simpson Thacher team representing funds managed by Certares Management included Juan Naveira, Eric Swedenburg, Anthony Vernace, Janet Yu, Nina Bakhtina and Tarra Theisen (M&A); Risë B. Norman (Capital Markets); Andrew Purcell and Sophie Staples (Tax); Jennifer Levitt (Banking & Credit); Peter Guryan and Kelly Karapetyan (Antitrust); and Jonathan Lindabury and Caitlin Wood (Derivatives).

Involved fees earner: Derek Gabriel – Baker Botts; Samantha Hale Crispin – Baker Botts; Emilie Heck – Baker Botts; Bryan Henderson – Baker Botts; Josh Mandell – Baker Botts; Frederick McGrath – Baker Botts; Tamar Stanley – Baker Botts; Madeline Tusa – Baker Botts; Brittany Uthoff – Baker Botts; Robert Wann Jr. – Baker Botts; Nina Bakhtina – Simpson Thacher & Bartlett; Peter Guryan – Simpson Thacher & Bartlett; Kelly Karapetyan – Simpson Thacher & Bartlett; Jennifer Levitt – Simpson Thacher & Bartlett; Jonathan Lindabury – Simpson Thacher & Bartlett; Juan Naveira – Simpson Thacher & Bartlett; Risë Norman – Simpson Thacher & Bartlett; Andrew Purcell – Simpson Thacher & Bartlett; Sophie Staples – Simpson Thacher & Bartlett; Eric Swedenburg – Simpson Thacher & Bartlett; Tarra Theisen – Simpson Thacher & Bartlett; Anthony Vernace – Simpson Thacher & Bartlett; Caitlin Wood – Simpson Thacher & Bartlett; Janet Yu – Simpson Thacher & Bartlett;

Law Firms: Baker Botts; Simpson Thacher & Bartlett;

Clients: Certares; Liberty TripAdvisor Holdings Inc;


Author: Ambrogio Visconti